FORM 8-B

              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549


    REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
         FILED PURSUANT TO SECTION 12(b) or (g) OF THE
                SECURITIES EXCHANGE ACT OF 1934

                    UNION CARBIDE CORPORATION                      
    (Exact name of registrant as specified in its charter)


New York                             13-1421730                    
(State or Other Jurisdiction         (I.R.S. Employer
of Incorporation or                  Identification No.)
Organization)

39 Old Ridgebury Road
Danbury, Connecticut                 06817-0001                    
(Address of Principal                (Zip Code)
Executive Offices)


Securities to be registered pursuant to Section 12(b) of the Act:

          Title of each class      Name of each exchange on which
          to be so registered      each class is to be registered

          Common Stock             New York, Chicago and Pacific
                                   Stock Exchanges

          Common Stock Purchase    New York, Chicago and Pacific
          Rights                   Stock Exchanges


Securities to be registered pursuant to Secton 12(g) of the Act:

None.


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                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.     General Information.

            (a)  Union Carbide Corporation ("Union Carbide") was
formed as a New York corporation under the name Union Carbide and
Carbon Corporation on November 1, 1917.

            (b)   Union Carbide's fiscal year ends December 31 of each
year.

Item 2.     Transaction of Succession.

            (a)  The predecessor corporation to Union Carbide was
Union Carbide Corporation (the "Predecessor").  The common stock
and the common stock purchase rights of the Predecessor were regis-
tered pursuant to Section 12(b) of the Securities Exchange Act of
1934, as amended.

            (b)  The Predecessor was merged (the "Merger") into its
wholly-owned subsidiary, Union Carbide, pursuant to a Plan of
Merger dated February 23, 1994, approved by the stockholders of the
Predecessor on April 27, 1994 and effective as of May 1, 1994.  In
the Merger each share of the Predecessor's common stock, par value
$1.00 per share, outstanding immediately prior to the Merger was
converted automatically into one share of Union Carbide common
stock, par value $1.00 per share (the "Common Stock"), and each of
the Predecessor's common stock purchase rights was converted auto-
matically into one right to purchase Common Stock (collectively,
the "Rights").  See Appendix A to Exhibit 2 incorporated by refer-
ence herein for the form of the Plan of Merger.

Item 3.     Securities to be Registered.

            Union Carbide has authorized 500,000,000 shares of Common
Stock of which on May 2, 1994 (i) 151,266,328 shares, each with an
attendant Right, were issued to persons other than Union Carbide,
(ii) 20,983,192 shares (and an equivalent number of Rights) were
reserved for issuance pursuant to certain employee stock option,
compensation and benefit plans, and (iii) 3,343,341 shares, each
with an attendant Right, were held as treasury stock by Union
Carbide.

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Item 4.     Description of Registrant's Securities to Be Registered.

            For a description of the Common Stock and the Rights, see
the information set forth under the captions "Management Proposal
to Eliminate Holding Company -- Stock Exchange Listings"; "-- Divi-
dend Policy"; and "-- Description of Capital Stock" on pages 11-15
of the Union Carbide Corporation Notice of Annual Meeting of Stock-
holders to be held on April 27, 1994 and Proxy Statement dated
March 14, 1994 (the "Proxy Statement") filed with the Securities
and Exchange Commission on March 14, 1994 and incorporated by ref-
erence herein as Exhibit 2.  Such information is incorporated
herein by reference.  Copies of the Proxy Statement have previously
been filed with the New York, Chicago and Pacific Stock Exchanges.  

Item 5.     Financial Statements and Exhibits.

            (a)  Financial Statements.

            Not applicable.

            (b)  Exhibits.

Exhibit
Number                           Exhibit

  2                              Union Carbide Corporation Notice of
                                 Annual Meeting of Stockholders to be
                                 held on April 27, 1994 and Proxy State-
                                 ment dated March 14, 1994 (the "Proxy
                                 Statement") (incorporated by reference
                                 to the definitive Proxy Statement filed
                                 with the Securities and Exchange Com-
                                 mission on March 14, 1994)




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                                 SIGNATURE

            Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this application for registration (or registration statement)
to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                          UNION CARBIDE CORPORATION



Date:  May 2, 1994                        By: /s/ Joseph E. Geoghan    
                                             Joseph E. Geoghan
                                             Vice President, General
                                                Counsel and Secretary